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<br />ARTICLE 10. <br /> <br />The Company's registered agent and address of the Company's registered agent is: <br />Randolph W. Starr, 150 East 29lh Street, Suite 285, P.O. Box 642, Loveland, Colorado 80539- <br />0642. <br /> <br />ARTICLE 11. <br /> <br />A director of the Company shall not be personally liable to the Company or its <br />stockholders for monetary damages for breach of fiduciary duty as a director, except for liability <br />arising fi:om (i) any breach ofthe director's loyalty to the Company or its stockholders. (ii) a~t:) <br />(lr omissions not in good taith or which involve intentional misconduct or a knowing violation of <br />any law, (iii) any transaction from which the director directly or indirectly derived any improper <br />personal benefit, or (iv) any other act expressly prescribed or for which directors are otherwise <br />liable under the Colorado Revised Nonprofit Corporation Act. Any repeal or modification of <br />this provision by the stockholders of the Company shall not adversely affect any right or <br />protection of a director ofthe Company existing at the time of such repeal or modification. <br /> <br />ARTICLE 12 <br /> <br />The. Company was initially incorporated on January 31, 1906 by P.O. Goss, W.O. <br />Clampet and George Draggoo, who ar~ now deceased. <br /> <br />ARTICLE 13 <br /> <br />Upon dissolution of the Company, assets shall be distributed to the stockholders of record <br />according to their pro rata ownership in the Company in accordance with Colorado law. <br /> <br />ARTICLE M. <br /> <br />These Articles of Incorporation was adopted by the stockholders at a special <br />stockholder's meeting by at least a two-thirds vote of the stockholders present in person or by <br />proxy on February 10,2003. <br />